Scope of Work

The consultant will support Pathfinder in assessing the legal, regulatory and permitting landscape relevant to the implementation of the SAHA program in Egypt. This includes outlining the legal frameworks underpinning the proposed interventions in the selected countries and areas, permitting requirements, and assessment of potential legal risks, barriers, and obligations that could affect project implementation, operation, funding, partnership arrangements, as well as requirements for compliance with national and international legal frameworks.

The scope will also include a targeted assessment of international sanctions (particularly UN sanctions in Lebanon and Iraq), and how these may impact the financial structuring or operational delivery of the programme. The findings will directly inform the feasibly study, risk assessment as well as the preparation of GCF Annex 9: Legal Due Diligence Report and contribute to institutional, financial, and operational design components of the Funding Proposal.

The selected consultant will work closely with Pathfinder’s project team and relevant stakeholders. The consultant will be required to coordinate and interface closely with other consultants, such as those leading the other specialistic studies and/or drafting the Financing Proposal (FP), to provide inputs from its deliverables and to ensure coherence of approach, alignment, and avoidance of duplication across activities. The consultant will also be required to interface with external stakeholders as required by the client.

Detailed Tasks

Guided by the draft concept note, existing programme documentation, GCF guidelines, and inputs from Pathfinder staff and other consultants, the selected consultants are expected to complete the following tasks:

1. Legal and Regulatory Mapping

• Conduct high level review of relevant national laws, policies, permits and regulations in Egypt related to public health (including but not limited to procurement), climate change, gender, environmental protection, pollution prevention, resource efficiency and waste management, labor, public consultation/ community engagement, and construction, solar PV, and international development cooperation.

• Identify any major governmental approvals, licensing requirements, foreign exchange controls, or tax considerations that could materially affect implementation or the movement of funds.

• Identify authorities and mandates of institutions expected to implement, support or interface with the SAHA program.

2. Assessment of Program Compatibility with National Legal Frameworks and local legislation in the pre-selected areas of interventions.

• Evaluate whether the SAHA programme’s proposed interventions in the pre-selected areas are permissible under current national laws as well as under the local laws and/or whether any legal approvals, exemptions, or policy changes may be required.

• Identify permitting requirements for the defined set of interventions in the pre-selected areas.

3. Institutional and Contractual Considerations

• Identify legal considerations related to the selection and engagement of national implementing partners, including contractual and liability risks.

• Provide a high-level review of the legal status and contracting capacity of the key implementing partners (including executing entities, if applicable), including their authority to receive and manage international funds, and any other financial, tax or regulatory implications for the legal structure being used to implement the project.

• Review existing frameworks or precedents for fund management, procurement, and execution under international donor-funded programmes (if required).

• Highlight any applicable rules requiring international funding to be channeled through governmental bodies.

4. Other Legal Considerations o Identify any potential issues with recognition and enforceability of foreign arbitral awards in the host country.

o Identify any other legal risks or considerations that could impact implementation throughout the program lifecycle in Egypt.

Recommendations and Mitigation Measures

• Propose mitigation measures to address the risks identified above, and/or required actions to ensure full legal compliance and operational feasibility.

5.Preparation of Legal Due Diligence Report (GCF Annex 9)

•Draft the Legal Due Diligence Report in accordance with GCF guidance, ensuring clarity, completeness, and accuracy for Egypt.

•Provide supporting documentation and references for validation by Pathfinder and its partners.

Deliverables & Outputs

1.Legal Due Diligence Report (GCF Annex 9): A comprehensive report covering country-specific legal assessments for Egypt, addressing relevant laws, regulatory requirements, institutional mandates, and any legal risks or constraints to program implementation.

2.Legal Compliance Matrix: A summary matrix mapping legal and regulatory requirements across Egypt, including required approvals, licenses, or exemptions (if applicable), and responsible authorities.

3.List of Legal Risks and Mitigation Measures: A concise list of identified legal risks related to programme execution (this should also consider gender-related and public consultation issues), along with actionable recommendations for Pathfinder and its partners.

4.Annexed References and Supporting Documents: Copies or citations of key national legal texts, policy documents, and institutional frameworks referenced in the analysis.

The above description is indicative, and the final structure and content of the deliverables is to be finalized with and validated by the client. 

Skills

Required Skills, Qualifications & Experience

•Minimum 10 years of professional experience in legal advisory or due diligence for development, climate finance, or humanitarian programs.

•Demonstrated expertise in researching, reviewing, and interpreting national legal and regulatory frameworks related to health, environment, and public sector governance. Experience in legal and/or policy research around climate will be an advantage.

•Experience assessing legal implications of international sanctions of producing conflict assessments, particularly in Egypt, will be a distinct advantage.

•Prior experience supporting legal due diligence for the Green Climate Fund (GCF) or similar international climate finance institutions and/or development banks.

•Experience advising on legal aspects of implementation arrangements and institutional roles in Egypt.

•Ability to identify country-specific regulatory approvals, licensing, or institutional requirements that may affect program implementation.

•Experience assessing legal considerations relevant to international fund flows, contracting arrangements, and enforceability of agreements.

•Excellent ability to synthesize complex legal information into clear, actionable reports and recommendations.

•Excellent written and spoken English; proficiency in Arabic is desirable.

•Familiarity and experience with legal systems and institutional contexts in one of Egypt, will be required, with more than one country familiarity and/or experience being a distinct advantage.

•Familiarity and experience with legal requirements and institutional contexts of one of the target sectors among health, water and energy (in order of priority) will be required, with more than one sector familiarity and/or experience being a distinct advantage.